As filed with the Securities and Exchange Commission on August 22, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN COMMUNITY BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
NORTH CAROLINA | 56-2179531 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
4500 Cameron Valley Parkway, Suite 150
Charlotte, North Carolina 28211
(704) 225-8444
(Address, including ZIP Code, and telephone number, including area code, of registrants principal executive offices)
American Community Bancshares, Inc. 2001 Incentive Stock Option Plan
(Full title of the plan)
RANDY P. HELTON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AMERICAN COMMUNITY BANCSHARES, INC.
4500 CAMERON VALLEY PARKWAY, SUITE 150
CHARLOTTE, NORTH CAROLINA 28211
(704) 225-8444
(Name and address of agent for service)
WITH COPIES TO:
TODD H. EVESON, ESQ.
GAETA & EVESON, P.A.
8305 FALLS OF NEUSE ROAD, SUITE 203
RALEIGH, NORTH CAROLINA 27615
(919) 845-2558
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share (1) |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee (1) | ||||
Common Stock $1.00 Par Value |
50,000 | $17.39 | $869,500.00 | $102.35 | ||||
(1) | Pursuant to Rule 457(c), the Aggregate Offering Price and the Registration Fee have been calculated on the basis of the maximum number of shares to be issued under the Plan and an Offering Price equal to the average of the high and low prices reported on August 16, 2005. |
STATEMENT UNDER GENERAL INSTRUCTION E
REGISTRATION OF ADDITIONAL SECURITIES
This Registration Statement on Form S-8 registers additional securities of the same class as other securities for which a Registration Statement on Form S-8 relating to the American Community Bancshares, Inc. 2001 Incentive Stock Option Plan is effective. Accordingly, pursuant to General Instruction E of Form S-8, American Community Bancshares, Inc. (the Registrant) hereby incorporates by reference herein the contents of such Registration Statement on Form S-8 (Commission File No. 333-101208) and hereby deems such contents to be a part hereof, except as otherwise updated or modified by this Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. | Incorporation of Certain Documents by Reference |
The following documents filed by Registrant with the Commission under the Securities Act are incorporated herein by reference:
(a) | Registrants Annual Report on Form 10-KSB for the year ended December 31, 2004; |
(b) | Registrants Quarterly Report on Form 10-Q for the periods ended March 31, 2005 and June 30, 2005; and |
(c) | Registrants Current Reports on Form 8-K filed with the Commission since January 1, 2005. |
In addition, all documents subsequently filed with the Commission by Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) after the date hereof prior to the filing of a post-effective amendment which indicates that all securities being offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated herein by reference and to be a part hereof from the dates of filing of such documents.
Item 8. | Exhibits |
The following exhibits are filed herewith or incorporated herein by reference as a part of the Registration Statement.
Exhibit Number |
Description | |
5.1 | Opinion of Gaeta & Eveson, P.A. as to the legality of the securities being registered (filed herewith) | |
23.1 | Consent of Dixon Hughes PLLC (filed herewith) | |
23.2 | Consent of Gaeta & Eveson, P.A. (contained in the opinion filed herewith as Exhibit 5.1) | |
24.1 | Power of Attorney (filed herewith) | |
99.1 | American Community Bancshares, Inc. 2001 Incentive Stock Option Plan, as amended (incorporated by reference from Item 1.01 of Registrants Form 8-K filed on July 28, 2005) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Charlotte, State of North Carolina, on August 22, 2005.
AMERICAN COMMUNITY BANCSHARES, INC. | ||
By: | /s/ Randy P. Helton | |
Randy P. Helton | ||
President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on August 22, 2005.
Signature |
Title |
|||
/S/ RANDY P. HELTON Randy P. Helton |
President and Chief Executive Officer |
|||
/S/ DAN R. ELLIS, JR. Dan R. Ellis, Jr. |
Chief Financial Officer and Secretary |
|||
/S/ ROBERT D. DINSMORE, JR.* Robert D. Dinsmore, Jr. |
Director |
|||
/S/ FRANK L. GENTRY* Frank L. Gentry |
Director |
|||
/S/ THOMAS J. HALL* Thomas J. Hall |
Director |
|||
/S/ LARRY S. HELMS* Larry S. Helms |
Director |
|||
/S/ BILL MASON* Bill Mason |
Director |
|||
/S/ V. STEPHEN MOSS* V. Stephen Moss |
Director |
|||
/S/ PETER A. PAPPAS* Peter A. Pappas |
Director |
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/S/ L. STEVEN PHILLIPS* L. Steven Phillips |
Director |
|||||
/S/ ALISON J. SMITH* Alison J. Smith |
Director |
|||||
/S/ L. CARLTON TYSON* L. Carlton Tyson |
Director |
|||||
/S/ DAVID D. WHITLEY* David D. Whitley |
Director |
|||||
/S/ GREGORY N. WYLIE* Gregory N. Wylie |
Director |
|||||
By |
* /S/ RANDY P. HELTON Randy P. Helton |
Attorney-in-Fact |
August 22, 2005 |
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EXHIBIT INDEX
EXHIBIT NUMBER |
DESCRIPTION OF EXHIBIT | |
5.1 | Opinion of Gaeta & Eveson, P.A. as to the legality of the securities being registered | |
23.1 | Consent of Dixon & Hughes PLLC | |
23.2 | Consent of Gaeta & Eveson, P.A. (included in Exhibit 5.1 filed herewith) | |
24.1 | Power of Attorney | |
99.1 | American Community Bancshares, Inc. 2001 Incentive Stock Option Plan, as amended (incorporated by reference) |
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